Conditions to Restatement. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender):
Conditions to Restatement. The effectiveness of this Agreement is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, e-mails (in a .pdf format followed promptly by originals), or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Designated Officer of the Borrower, each dated the Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement;
(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Restatement Date;
(iii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying as to the names, offices and true signatures of the Designated Officers of the Borrower authorized to execute and deliver this Agreement and the other Loan Documents;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized, a certificate of good standing with respect to the Borrower in its jurisdiction of incorporation and a certificate of good standing showing that the Borrower is in good standing as a foreign corporation in California;
(v) a favorable opinion of internal counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and
(vi) a certificate signed by a Designated Officer of the Borrower (A) setting forth resolutions adopted by the Borrower’s board of directors authorizing the execution, delivery and performance of the Loan Documents by the Borrower, (B) certifying that the representations and warranties contained in Article V are true and correct in all material respects on and as of the Restatement Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (C) no Default has occurred and is continuing.
(i) Upon the reasonable request of any Lender made at least five days prior to the Restatement Date, the Borrower shall have provided to such Lender, and such Lender shall ...
Conditions to Restatement. In order for Closing to occur and for each Lender and Issuer to become obligated to make its initial Advance hereunder, the following conditions precedent must be satisfied (or waived by Agent):
Conditions to Restatement. The effectiveness of this Agreement is subject to prior or concurrent satisfaction of the following conditions:
Conditions to Restatement. The closing and effectiveness of this Agreement is subject to the satisfaction, immediately prior to or concurrently with such closing on the Restatement Closing Date, of the following conditions precedent:
Conditions to Restatement. 37 Section 3.1
Conditions to Restatement. The effectiveness of this Agreement and the obligation of the Issuing Banks to issue Revolving Letters of Credit and Synthetic Letters of Credit under this Agreement is subject to the satisfaction of the conditions precedent set forth below:
Conditions to Restatement. The effectiveness of this Agreement and the amendment and restatement of the Existing Master Shelf Agreement on the terms set forth herein are subject to the satisfaction, on or before the Restatement Date, of the following conditions:
(i) the execution and delivery of this Agreement by each Issuer, the holders of the Series B Notes and New York Life,
(ii) the execution and delivery to New York Life and the holders of the Notes of an amended and restated Subsidiary Guaranty, in form and substance reasonably acceptable to the holders of the Series B Notes and New York Life, duly executed by all Material Subsidiaries of the Company that are Domestic Subsidiaries,
(iii) the delivery to New York Life and the holders of the Notes of an executed copy of the Credit Agreement and an amendment to the Prudential Note Purchase Agreement, in each case reflecting certain conforming changes in respect of this Agreement and in form and substance reasonably acceptable to the holders of the Series B Notes and New York Life,
(iv) the delivery to New York Life and the holders of the Notes of evidence from the Administrative Agent (as defined in the Credit Agreement) that this Agreement reflects the conforming changes in respect of the Credit Agreement and is otherwise in form and substance reasonably satisfactory to the Administrative Agent (as defined in the Credit Agreement),
(v) the payment of all fees, charges and disbursements of King & Spalding LLP to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing Date, and
(vi) the payment of all fees, charges and disbursements of NautaDutilh to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing Date.
Conditions to Restatement. The restatement of the Original Receivables Sale Agreement in the form of this Agreement shall become effective on the first date all conditions in this Section 7.1 are satisfied. On or before such date, the Seller shall have repaid in full to the Departing Purchasers their respective outstanding Investments and all outstanding accrued Discount thereon and all other amounts payable to the Departing Purchasers under the Original Receivables Sale Agreement and the Seller shall deliver to the Agent the following documents in form, substance and quantity reasonably acceptable to the Agent, as applicable:
(a) All instruments and other documents required, or deemed desirable by the Agent, to perfect the Agent’s first priority interest in the Receivables, Collections and proceeds thereof in all appropriate jurisdictions (subject to the Permitted Exceptions).
(b) Favorable opinions of counsel to each SIRVA Entity covering such matters as the Agent may request.
(c) Fully executed acknowledgements with respect to the Guaranty and the Purchase Agreement following the signature pages to this Agreement.
(d) Fully executed Supplement to the Fee Letter and evidence of the payment of the fees required to be paid by the SIRVA Entities on or prior to the Third Restatement Date.
(e) Such other approvals, opinions or documents as the Agent or any Purchaser may reasonably request.
Conditions to Restatement. 8685 8.2 Conditions to Each Advance ........................................................................................
